Rafael Chodos is a California attorney who specializes in the law of fiduciary duty, which includes a party’s obligation to act honestly and with loyalty when performing his or her legal duties to another. Chodos sent a detailed proposal and table of contents to Bancroft-Whitney, the leading publisher of legal texts, to write a treatise on fiduciary duties. The editors at Bancroft-Whitney were enthusiastic about the proposal and sent Chodos a standard-form author agreement that set forth the terms of the publishing contract. Chodos was to be paid 15 percent of the gross revenues from the sales of the treatise. Chodos and Bancroft-Whitney signed the agreement. For three years, Chodos wrote the manuscript. He significantly limited the time spent on his law practice and spent over 3,600 hours writing the manuscript. During this time, Chodos worked with editors at Bancroft-Whitney in developing and editing the manuscript. Midway through this period, West Publishing Group purchased Bancroft-Whitney, and the two companies merged. The Bancroft-Whitney editors, now employed by West, continued to work with Chodos on editing and developing the manuscript. Three years after the beginning, Chodos submitted the final manuscript to West. West editors suggested changes to the manuscript, which Chodos completed. West sent Chodos a letter, apologizing for delays in publication and assuring him that publication would take place within three months. One month after the promised publication date, however, Chodos received a letter from West’s marketing department, stating that West had decided not to publish Chodos’s manuscript because it did not “fit with [West’s] current product mix” and because of concerns about its “market potential.” West admitted, however, that the manuscript was of “high quality” and that its decision was not due to any literary shortcomings of Chodos’s work. Chodos filed a lawsuit against West, alleging breach of contract. Chodos v. West Publishing Company, Inc., 2004 U.S. App. Lexis 4109 (United States Court of Appeals for the Ninth Circuit, 2004) Do an author and a publisher have a special relationship that differs from a normal commercial arrangement? 

Explain. Did West act unethically in this case? Did West Publishing breach the author agreement it had with Chodos? If so, what damages would you award Chodos?

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Here to explain whether an author and a publisher have a special relationship that differs from normal commercial arrangement let us first explain what is a publishing contract and a commercial contra... View the full answer